Aquila sues Vista-backed Solera

Anthony (Tony) Aquila has sued Solera Global Holding Corp and Solera Holdings Inc for allegedly refusing to honor its obligations to pay Aquila, Solera’s founder and former CEO, for his vested stock options worth in excess of $100 million. Aquila, through his attorneys, also filed a temporary restraining order and a motion for preliminary injunction to stop Solera from encumbering the Aquila-vested stock options. Vista Equity Partners acquired Solera in 2015 for roughly $6.5 billion.

PRESS RELAESE
September 10, 2019 06:00 AM Eastern Daylight Time
DALLAS–(BUSINESS WIRE)–Texas entrepreneur Anthony (Tony) Aquila filed a lawsuit on Wednesday, September 4, in Delaware state court against Solera Global Holding Corp. and Solera Holdings, Inc. (“Solera”) The lawsuit alleges that Solera refuses to honor its obligations to pay Aquila, Solera’s founder and former CEO, for his vested stock options worth in excess of $100 million. Aquila, through his attorneys, also filed a temporary restraining order and a motion for preliminary injunction to stop Solera from encumbering the Aquila-vested stock options.
Filed in Court of Chancery, State of Delaware. Case no: 2019-0702-SG, Anthony Aquila vs. Solera Global Holding Corp.
In 2005, Aquila formed Solera, with the support of private equity firm GTCR LLC, to create a digital revolution of the insurance industry, starting with the processing of insurance claims. During Aquila’s tenure, the company, now incorporated in Delaware, grew from a startup into a global giant employing over 7,000 employees in 93 countries. In September 2015, private equity firm Vista Equity Partners (“Vista Equity”) led investors who acquired Solera in a “go-private” transaction that valued Solera at approximately $6.5 billion.
According to his lawsuit, Aquila subsequently entered into an employment agreement with Solera on March 4, 2016, that called for substantial bonus, severance and COBRA payments upon Aquila’s departure from Solera. Concurrent with that agreement was a separate stock option agreement that detailed Aquila’s service options to purchase large shares of Solera common stock, and also detailed Aquila’s vested option rights. In May 2019, Aquila resigned his post at Solera.
Aquila alleges in his complaint that after Vista Equity acquired Solera in 2016 and became its controlling shareholder, Vista Equity failed to deliver on its promises to Solera and Aquila, and among other things, impaired the company’s growth and value-creation plans by overleveraging the business. According to the complaint, this, in part, drove Aquila to make an offer to Vista Equity to repurchase Solera, which was rebuffed — leading to Aquila deciding to leave the company he founded. According to the complaint, Vista Equity was so unhappy with Aquila’s decision to leave that it came up with a scheme to willfully breach Aquila’s stock option agreement and illegally withhold contracted severance payments.
According to the lawsuit, in July 2019, Solera, in pursuit of a pretext to not perform under Aquila’s severance agreement and to deny him his contracted stock options, claimed that Aquila’s continued employment of a former Solera employee breached Aquila’s employment agreement under a non-solicitation of employees clause. In opposition, the Aquila lawsuit details how the employee had been working for Aquila’s “Adventure Motors,” a company that has no employees, customer, or profits, but is rather designed to “fix up” classic cars. In addition, Adventure Motors is not a competitor to Solera. Aquila states in his lawsuit that the employee was already employed by Adventure Motors with Solera’s consent, and as such, is alleged evidence of Solera’s bad-faith conduct.
Aquila, in his complaint and TRO, requests that the Delaware state court order Solera to perform under the separation agreement and restrain Solera from improperly repurchasing Aquila’s vested stock options.
For coverage of this lawsuit in the Wall Street Journal, see https://www.wsj.com/articles/vista-backed-solera-sued-by-companys-founder-11568065083 (subscription required).
Filing the action on behalf of Aquila are attorneys Sanford Michelman and Marc Jacobs of the Michelman & Robinson LLP firm, www.mrllp.com, and Thomas Hanson, Jr., of Barnes & Thornburg LLP. www.bt.law.com
ABOUT TONY AQUILA
Tony Aquila is an inventor with more than 100 patents, a serial entrepreneur, and dealmaker with more than 70 transactions worth $15 billion in transaction value. Besides founding Solera Holdings in 2005, Aquila also served in executive positions with Mitchell International, Inc.; Ensera, Inc.; and MaxMeyer. In 2013, Aquila received the Ernst & Young’s 2013 Entrepreneur of the Year award in the Technology category.